--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            (Mark one)

/X/      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2000

                                       OR

/ /      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ________to________

                           Commission File No. 0-21324

                                   NYFIX, INC.
             (Exact name of registrant as specified in its charter)

                NEW YORK                               06-1344888
        (State of incorporation)         (I.R.S. Employer identification number)

                 333 LUDLOW STREET, STAMFORD, CONNECTICUT 06902
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (203) 425-8000

                            -----------------------

            Indicate  by check mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/  No / /


24,434,137  shares of Common Stock were issued and  outstanding  as of April 21,
2000.

<PAGE>

NYFIX, INC.

FORM 10-Q
   For the quarterly period ended March 31, 2000


CONTENTS                                                                    PAGE

PART I.        FINANCIAL INFORMATION

   Item 1.     Financial Statements

               Condensed Consolidated Balance Sheets as of
               March 31, 2000 (unaudited) and December 31, 1999              3

               Condensed Consolidated Statements of Income
               (unaudited) for the three months ended
               March 31, 2000 and 1999                                       4

               Condensed Consolidated Statements of Cash Flows
               (unaudited) for the three month periods ended
               March 31, 2000 and 1999                                       5

               Notes to Condensed Consolidated Financial
               Statements (unaudited)                                        6

   Item 2.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     9

PART II.       OTHER INFORMATION                                            13


                                       2

<PAGE>

                           NYFIX, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   March 31,              December 31,
                                                                                     2000                     1999
                                                                                 -----------               -----------
ASSETS                                                                           (Unaudited)
CURRENT ASSETS:
<S>                                                                              <C>                      <C>
    Cash and cash equivalents                                                    $ 4,098,914              $  1,565,649
    Accounts receivable - less allowance of $125,000                               6,863,899                 7,088,820
    Inventories, net                                                               1,223,770                 1,303,658
    Prepaid expenses and other current assets                                        603,836                   478,641
    Due from NYFIX Millennium                                                      1,056,785                   861,970
    Receivable from officers                                                         139,832                   156,992
                                                                                 -----------               -----------
                      Total Current Assets                                        13,987,036                11,455,730

EQUIPMENT, net                                                                     6,234,726                 5,873,037
INVESTMENT IN NYFIX MILLENNIUM                                                    19,500,000                19,500,000
OTHER ASSETS, net                                                                  2,201,930                 1,999,258
                                                                                 -----------               -----------
                      TOTAL ASSETS                                               $41,923,692               $38,828,025
                                                                                 ===========               ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                            $  2,044,301              $  1,845,996
    Accrued expenses                                                               1,527,251                 1,269,070
    Current portion of long-term debt                                                750,000                   500,000
    Advance billings                                                               3,753,486                 3,178,636
    Payroll and other taxes payable                                                   65,073                   149,043
                                                                                 -----------               -----------
                      Total Current Liabilities                                    8,140,111                 6,942,745

LONG-TERM DEBT                                                                     1,750,000                 2,000,000
                                                                                 -----------               -----------

                      Total Liabilities                                            9,890,111                 8,942,745
                                                                                 -----------               -----------


STOCKHOLDERS' EQUITY:
    10% Convertible preferred stock - par value $1.00;
       5,000,000  shares authorized; none issued                                           -                         -

    Common stock - par value $.001; 60,000,000 authorized, 24,355,592 and
          15,903,302 shares issued and outstanding, respectively                      24,356                    15,903
    Warrants                                                                         208,396                   189,509
    Additional paid-in capital                                                    37,046,610                35,681,437
    Accumulated deficit                                                           (4,606,185)               (5,369,945)
    Due from officers and directors                                                 (639,596)                 (631,624)
                                                                                 -----------               -----------

                      Total Stockholders' Equity                                  32,033,581                29,885,280
                                                                                 -----------               -----------

                      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $41,923,692               $38,828,025
                                                                                 ===========               ===========
</TABLE>
The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.

                                       3
<PAGE>
                           NYFIX, INC. AND SUBSIDIARY

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                 FOR THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                                           Three Month Period Ended
                                                                                   March 31, 2000              March 31, 1999
                                                                                   --------------             ---------------
REVENUES:
<S>                                                                               <C>                         <C>
Sales                                                                             $   925,441                 $     833,239
Subscription revenue                                                                2,916,500                     1,150,572
Service contracts                                                                     538,067                       421,351
                                                                                  -----------                 -------------
      Total Revenues                                                                4,380,008                     2,405,162
                                                                                  -----------                 -------------
COST OF REVENUES:

Cost of sales                                                                         171,937                        68,835

Cost of subscription revenues                                                         842,134                       468,692

Cost of service contracts                                                             135,977                       125,364
                                                                                  -----------                 -------------
      Total Cost of Revenues                                                        1,150,048                       662,891
                                                                                  -----------                 -------------
GROSS PROFIT                                                                        3,229,960                     1,742,271
                                                                                  -----------                 -------------
EXPENSES:

Selling, general and administrative                                                 2,103,686                     1,564,074

Depreciation and amortization                                                         228,279                       133,465
                                                                                  -----------                 -------------
      Total Expenses                                                                2,331,965                     1,697,539
                                                                                  -----------                 -------------

EARNINGS FROM OPERATIONS                                                              897,995                        44,732

Interest expense                                                                      (66,082)                      (49,785)

Interest income                                                                        24,665                        38,030
                                                                                  -----------                 -------------
EARNINGS BEFORE PROVISION FOR INCOME TAXES                                            856,578                        32,977

PROVISION FOR INCOME TAXES                                                             92,818                         2,800
                                                                                  -----------                 -------------
NET EARNINGS                                                                       $  763,760                   $    30,177
                                                                                  ===========                 =============
BASIC EARNINGS PER COMMON SHARE                                                         $0.03                         $0.00
                                                                                  ===========                 =============

BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                   24,036,321                    21,172,568
                                                                                  ===========                 =============

DILUTED EARNINGS PER COMMON SHARE                                                       $0.03                         $0.00
                                                                                  ===========                 =============

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                 26,247,618                    21,894,120
                                                                                  ===========                 =============
</TABLE>

The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.


                                       4
<PAGE>
                           NYFIX, INC. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                 FOR THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                                           Three Month Period Ended
                                                                                 March 31, 2000          March 31, 1999
                                                                                 --------------          --------------


<S>                                                                                <C>                     <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                $ 2,432,726             $   (141,154)
                                                                                   -----------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for equipment                                                            (820,413)              (1,194,680)
    Payments for software development costs and other assets                          (444,702)                (214,508)
                                                                                   -----------             ------------
                      Net cash used in investing activities                         (1,265,115)              (1,409,188)
                                                                                   -----------             ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                                         1,365,654                   23,103
                                                                                   -----------             ------------
                      Net cash provided by financing activities                      1,365,654                   23,103
                                                                                   -----------             ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     2,533,265               (1,527,239)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       1,565,649                3,948,004
                                                                                   -----------             ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $  4,098,914              $ 2,420,765
                                                                                   -----------             ------------
</TABLE>


The accompanying notes to the condensed consolidated financial statements are an
integral part of these statements.


                                       5
<PAGE>

NYFIX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



1.          ORGANIZATION

            NYFIX,  Inc. and subsidiary  (the "Company") is listed on the Nasdaq
            Stock  Market  under the symbol  NYFX.  Prior to March 6, 2000,  the
            Company's  common  stock was traded on the American  Stock  Exchange
            under  the  ticker  symbol  NYF.  Prior to  October  25,  1999,  the
            Company's  common  stock was traded on the American  Stock  Exchange
            under the ticker symbol TSI.


2.          BASIS OF PRESENTATION

            The  accompanying   unaudited   condensed   consolidated   financial
            statements have been prepared in accordance with generally  accepted
            accounting principles for interim financial information and with the
            instructions  to  Form  10-Q.  In the  opinion  of  management,  all
            adjustments, which comprise normal and recurring accruals considered
            necessary for a fair  presentation,  have been  included.  Operating
            results  for the  three-month  period  ended  March 31, 2000 are not
            necessarily  indicative  of the results that may be expected for the
            year ending December 31, 2000. For further information, refer to the
            consolidated  financial statements and footnotes thereto included in
            the Company's annual report on Form 10-K for the year ended December
            31, 1999.

            Certain 1999 balances have been  reclassified to conform to the 2000
            presentation.

3.          CAPITAL STOCK

            On March 13, 2000, the Board of Directors authorized a three for two
            stock split in the form of a 50% stock dividend to  stockholders' of
            record on March 24, 2000, payable April 4, 2000.

            All share and per share  information  included  in the  accompanying
            consolidated  financial statements have been retroactively  restated
            for the stock split.


4.          PER SHARE INFORMATION

            The  Company's  basic  EPS  is  calculated  based  on  net  earnings
            available to common stockholders' and the weighted-average number of
            shares outstanding during the reported period.  Diluted EPS includes
            additional  dilution  from common stock  equivalents,  such as stock
            issuable pursuant to the exercise of stock options and warrants.

                                       6

<PAGE>
<TABLE>
<CAPTION>

                                                                      Three Month Period Ended
                                                           March 31, 2000                 March 31, 1999
                                                          ---------------                ---------------

<S>                                                           <C>                           <C>
Net Earnings                                                  $763,760                      $ 30,177
                                                          ===============                 ==============

Basic Weighted Average Shares Outstanding                    24,036,321                    21,172,568
                                                          ---------------                 --------------
Basic Earnings per Common Share                                  $ 0.03                        $ 0.00
                                                          ---------------                 --------------
     Dilutive Options                                         2,088,313                      555,095
     Dilutive Warrants                                          122,984                      166,457
                                                          ---------------                 --------------
Dilutive Weighted Average Shares Outstanding                 26,247,618                    21,894,120
                                                          ===============                 ==============

Dilutive Earnings per Common Share                               $ 0.03                        $ 0.00
                                                          ===============                 ==============
</TABLE>

5.          INCOME TAXES

            The Company's projected annual Federal income tax provision has been
            offset through the utilization of net operating loss  carryforwards.
            The  Company's  income tax  provision  consists of estimated  state,
            local, and foreign income taxes.

6.          INVENTORIES

            Inventories consist of parts, finished goods and minor materials and
            are  stated  at the lower of cost,  determined  on an  average  cost
            basis, or market.
<TABLE>
<CAPTION>

                                                         March 31,        December 31,
                                                           2000               1999

<S>                                                      <C>               <C>
                 Parts                                   $743,653          $828,259
                 Finished goods                           562,117           557,399
                 Less: allowance for obsolescence          82,000            82,000
                                                       ----------        ----------
                          Total                        $1,223,770        $1,303,658
                                                       ==========        ==========
</TABLE>

7.          IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

            In June 1998, the Financial  Accounting  Standards Board issued SFAS
            No.  133,   "Accounting  for  Derivative   Instruments  and  Hedging
            Activities." This statement establishes standards for the accounting
            and reporting for derivative  instruments and for hedging activities
            and  requires  the  recognition  of all  derivatives  as  assets  or
            liabilities  measured at their fair value. Gains or losses resulting
            from changes in the fair value of derivatives would be recognized in
            earnings in the period of change unless certain hedging criteria are
            met. We do not expect the Statement to have a material impact on our
            consolidated   financial   statements.   The  Financial   Accounting
            Standards  Board issued SFAS No. 137,  which  deferred the effective
            date for SFAS No. 133 to all  fiscal  quarters  of all fiscal  years
            beginning after June 15, 2000.

                                       7

<PAGE>

8.          BUSINESS SEGMENT INFORMATION

            The Company has two principal business groups:  Equities and Futures
            & Options. The Equities Group operates primarily out of Stamford/New
            York offices,  while the Futures & Options  Group operate  primarily
            out of the London and Chicago offices.  However, each office has the
            opportunity to sell all of the Company's products. The Company views
            each office as its own business segment and measures its performance
            based on the revenues of each location.  The Company makes decisions
            on each segment based on gross profit.

            Information on reportable segments is as follows (in 000's):
<TABLE>
<CAPTION>

                                                                 Three Month Period Ended
                                                       March 31, 2000                  March 31, 1999
                                                       ----------------------  -----------------------------
              Revenues:
<S>                                                       <C>                             <C>
                 Stamford/New York                        $3,517                          $1,677
                 London                                      725                             725
                 Chicago                                     138                               3
                 Inter-Segment Sales                           5                             -
                 Inter-Segment Elimination                    (5)                            -
                                                       ----------------------  -----------------------------
              Total Revenues                              $4,380                          $2,405
                                                       ======================  =============================

              Gross Profit:
                 Stamford/New York                        $2,467                          $1,058
                 London                                      640                             683
                 Chicago                                     123                               1
                                                       ----------------------  -----------------------------
              Gross Profit                                $3,230                          $1,742
                                                       ======================  =============================
</TABLE>

9.          JOINT VENTURE

            On October 27, 1999,  the Company  announced  the formation of NYFIX
            Millennium,  L.L.C.  ("NYFIX Millennium") with a consortium of seven
            leading  international  investment banks and brokerage firms.  NYFIX
            owns 50% of the joint venture and the seven other  investors own the
            remaining 50%. NYFIX Millennium intends to operate as an alternative
            trading system for  institutional  investors.  All of the members of
            the consortium, including the Company, have invested $2,000,000 each
            in NYFIX Millennium. In return for their investment, each non-NYFIX,
            Inc.  partner received 281,250 shares of common stock of the Company
            for an  aggregate  1,968,750  shares  (adjusted  for  stock  split).
            NYFIX's  total  investment  in  the  joint  venture  of  $19,500,000
            consists of (1,968,750 shares x $8.89)  $17,500,000 plus the capital
            cash   contribution   of  $2,000,000.   Pursuant  to  the  Operating
            Agreement,  the first $14,000,000 in losses will be allocated to the
            seven non-NYFIX,  Inc.  investors,  which equals the extent of their
            capital  investment  in NYFIX  Millennium.  The Company  retains the
            option to buy a portion of the  non-NYFIX  investment  up to no more
            than 80% of the total membership interest.  The Company may exercise
            the option through the exchange of one share of the Company's common
            stock for each share to be


                                       8

<PAGE>

            purchased,  subject  to  adjustments  in the  event  of  any  split,
            combination,  reclassification  or other  adjustments to the capital
            structure of the Company.  The Company has  incurred  operating  and
            capital  costs  on  behalf  of  NYFIX  Millennium.  Such  costs  are
            reflected  as  due  from  NYFIX  Millennium  Joint  Venture  on  the
            Company's balance sheet.

ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
            RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
condensed  consolidated  financial  statements  and  notes  thereto.  Historical
results and  percentage  relationships  are not  necessarily  indicative  of the
operating results for any future period.

The Company  commenced its present  business  operations in January 1991 through
the acquisition of a software license for its  Guided-Input(R)  Touchpad system.
Since  that time,  the  Company  has  transitioned  from a hardware  vendor to a
software  development  company  focusing  exclusively  on  applications  for the
financial  marketplace.  The  Company  provides a complete  line of  workstation
products for the  financial  trading desk  environment  and its systems  provide
order  management and routing  software for firms engaged in financial  trading.
The Company currently offers its trading products  (integrated systems including
hardware and software)  together with linkage through its NYFIX data center. The
data center is a  communication  infrastructure  enabling the Company to provide
its customers with global  electronic  connectivity for order routing and allows
the  Company  to deploy and  monitor  its  systems  and  services  from a single
location.  Customers  subscribe  to various  products,  paying a monthly fee per
terminal for the Company's  integrated software systems.  Most contracts provide
the customer with a basic system or infrastructure, via the Company's NYFIX data
center and are entered  into by the  customer  with the  intention to expand the
level of services  subscribed to, once the basic system and  infrastructure  are
operational.  Subscription  revenue  contracts  range  from  one to  three  year
periods. The Company begins recording  subscription revenue once installation is
complete.  In addition to significant  logistical  improvements  in delivery and
support of its products, the Company expanded its business to offer the industry
a central  electronic  meeting place between the buy-side and  sell-side,  while
simultaneously  providing  a  single  point of  universal  access  to  different
exchange floor environments.

Management  has made a  considerable  effort with respect to an expansion of its
operations,  development of various  trading systems and changes to its business
model to that of a  subscription-based  product  offering.  The Company believes
this    expansion   of   personnel,    facilities,    product    portfolio   and
subscription-based  model will  continue  to benefit  the Company and its future
growth.  In the previous model,  the Company would only receive revenue one time
for products or services  sold. It is important to note that this  transition is
causing  revenue to be recognized over a longer period of time than the previous
capital sales model.  Management  believes our  subscription  business model has
strengthened the Company's market share as well as its financial  position going
forward.

On October 27, 1999, the Company announced the formation of NYFIX Millennium LLC
("NYFIX  Millennium")  with a  consortium  of  leading  international  banks and
brokerage firms. NYFIX Millennium is registering as a Broker/Dealer and plans to
operate in compliance with  Regulation  ATS. NYFIX  Millennium is an "Integrated
ATS,  Exchange Access and Intelligent  `Best  Execution'  Order-Routing  System"
designed  to  provide  the  financial  community  with  "Best-Execution."  NYFIX
Millennium is built upon NYFIX's  proprietary  "Super FIX Engine" technology and
existing  NYFIX  network  infrastructure.


                                       9

<PAGE>

NYFIX  Millennium  is a Hybrid  Market  System  leveraging  new  regulation  and
technology with the power of the traditional markets.

Revenues
Overall  revenue for the three months ended March 31, 2000  exceeded 1999 by 82%
from $2.4 million to $4.4 million.  Each  component of revenue  improved  period
over period.  Subscription  revenue was the most  improved  component of revenue
demonstrating  that the  Company's  overall  strategy  to lease its  products is
beginning to take form. Subscription revenue increased 153% or $1.8 million over
1999.  Service revenue  increased 28% over the comparable  period in 1999. Sales
revenue incurred a modest increase period over period by 11%

Cost of Sales and Service
While the Company is primarily focusing on leasing its equity software products,
its  derivatives  products  have been very  successful  using its capital  sales
model.  From time to time the Company  generates  capital  sales on its hardware
products.  Cost of sales increased by $103,000 period over period. This increase
was primarily due to a larger  percentage of hardware sales for the period ended
March 31, 2000 over the same period in 1999.  The cost of  subscription  revenue
increased  by  $373,000  or 80% period over  period.  Cost of service  decreased
period over period by $11,000 or 8%. Each of the latter two increases correspond
to the increases in revenue.

Gross Profit
Overall  gross profit  improved  $1.5  million or 85% period over  period.  This
represents a 1.3 point margin improvement from 72.4% for the quarter ended March
31, 1999 to 73.7% for the same  period in 2000.  The  increase  in gross  profit
margin was primarily  attributable to favorable pricing obtained on renegotiated
contracts with our telecommunication  line providers.  Both subscription revenue
and service  revenue had a positive  gross profit  improvement  of 204% and 36%,
respectively,  period over period. Gross profit on sales decreased by $11,000 or
1% due primarily to the increase in hardware sales.

Selling, General and Administrative Expenses
Selling,  general and  administrative  expenses for the three-month period ended
March 31, 2000 were $2.1 million as compared to $1.6  million in the  comparable
period in 1999,  an increase of 35%.  Part of the  increase in expenses  for the
Company is from continuing  expansion of the development  teams both in the U.S.
and in London.  The expansion in  development  efforts  relates to the Company's
plans of providing an increased  number of product  enhancements  as well as new
additional services.  As a result, the Company experienced increases in salaries
and related  personnel costs,  travel expenses and various office expenses.  The
Company's   recruitment   effort   continues   to   strengthen   the   Company's
infrastructure  and  position  the Company to respond to  increasing  market and
revenue opportunities.  In addition, during June 1999, the Company relocated its
London  office,  which  resulted in higher office  occupancy  costs.  Management
believes that the continued  investment in development of the NYFIX data center,
and its services, are designed to better leverage the existing products together
with  providing  additional  sources of revenue.  The Company has  improved  its
customer service by adding resources in its installation and project  management
organization.  Research and development (new explorative  research) expenses for
the three  month  period  ended  March 31,  2000 were  $102,000,  as compared to
$127,500 for the comparable  period in 1999, a decrease of 20%, and are included
in selling,  general and administrative expenses. The decrease resulted from the
continuation of the Company's strategy to balance resources between research and
development  and product  enhancements,  which  strengthen our existing  product
lines.
                                       10

<PAGE>

Depreciation and Amortization Expense
Depreciation and amortization expense for the three-month period ended March 31,
2000 was $228,000 as compared to $133,000 in the  comparable  period in 1999, an
increase of 71%. Such increases  principally reflect the continued investment in
the Company's infrastructure in its NYFIX data center.

Interest (Expense) Income
Interest expense for the three-month  period ended March 31, 2000 was $66,000 as
compared  to  $50,000  for the  comparable  period  in 1999.  The  increase  was
primarily due to higher  balances  outstanding  on the Company's  line of credit
during  2000,  combined  with an increase in interest  rates during 2000 and the
effect of financing  expense on the warrants  issued in connection with the line
of credit (see Liquidity and Capital Resources below).

Interest income primarily consists of interest earned on cash balances and notes
receivable.  Interest income for the three-month period ended March 31, 2000 was
$25,000 as  compared  to $38,000 in the same  period in 1999.  The  decrease  in
interest  income was principally due to reduced average cash balances during the
three months ended March 31, 2000 versus the comparable period in 1999.

Net Earnings
Net earnings for the three months ended March 31, 2000 was $764,000 or $0.03 per
basic and diluted  common share compared to net earnings of $30,000 or $0.00 per
basic and diluted  common share for the three  months ended March 31, 1999.  The
net earnings principally resulted from the higher level of revenues and margins,
stable   product   costs  and  minimal   increases   in  Selling,   General  and
Administrative expenses.

Management  has made a  considerable  effort with respect to an expansion of its
operations,  development  of various  trading  systems,  which began in 1993 and
continues   into  2000  and  changes  to  its  business   model  to  that  of  a
subscription-based product offering. The Company believes that this expansion of
personnel,  facilities,  product  portfolio  and  subscription-based  model  has
positioned the Company to facilitate its future growth.


Liquidity and Capital Resources

The Company's primary source of liquidity has been equity capital and draw downs
from its line of  credit.  At March 31,  2000 cash  balances  increased  to $4.1
million  from $1.6  million at December  31, 1999 as a result of the increase in
net income and the  exercise of options and  warrants,  partially  offset by the
acquisition of equipment and other assets.

The Company at March 31, 2000 had total debt of $2.5 million,  which  represents
amounts drawn down from its line of credit. In addition,  at March 31, 2000, the
Company  had no  material  commitments  for capital  expenditures  or  inventory
purchases.

The  Company  believes  that  with its  available  capital,  the line of  credit
facility and anticipated funds generated from operations it will be able to fund
its cash needs through the end of 2000 without the need for  additional  capital
or financing.  The Company intends to utilize its projected  positive  financial
position  to  internally   finance  its  continuing   research  and  development
activities and anticipated sales growth.  The


                                       11

<PAGE>

Company's  financial  requirements  and its ability to meet them thereafter will
depend largely on its future financial  performance.  However,  in the event the
Company's operations grow more rapidly than anticipated and do not generate cash
to the extent currently anticipated by management of the Company, it is possible
that the Company could require  additional  funds beyond 2000. At this time, the
Company does not know what  sources,  if any,  would be available to it for such
funds, if required.

In addition,  the Company has warrants  outstanding  for the purchase of 211,500
shares of its  Common  Stock.  Assuming  the  exercise  of all such  outstanding
warrants, the Company would receive $551,000 in gross proceeds.

Working Capital
At March 31, 2000 and December 31, 1999 the Company had working  capital of $5.8
million and $4.5 million,  respectively. The Company's present capital resources
include proceeds from its September 1999 and November 1998 private  placement of
Common Stock and draw downs from its bank credit facility.

Cash Provided by / Used in Operating Activities
During the three months ended March 31, 2000,  net cash  provided by  operations
were $2.4 million  compared to net cash used in operations  for the three months
ended March 31, 1999 of $141,000.

Cash Used in Investing Activities
During  the  three  months  ended  March  31,  2000 and  1999,  net cash used in
investing  activities  was $1.3  million  and $1.4  million,  respectively,  and
principally  represents  payments for the purchases of equipment  related to the
Company's data center and subscription equipment and payments related to product
enhancement costs for the Company's product portfolio.

Proceeds From Financing Activities
During the three months ended March 31, 2000 and 1999,  proceeds from  financing
activities  were  $1.4  million  and  $23,000,  respectively.  The  increase  is
primarily due to the exercise of options and warrants.

Seasonality
The Company  believes  that its  operations  are not  significantly  effected by
seasonality.

New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities." This statement
establishes   standards  for  the   accounting   and  reporting  for  derivative
instruments  and for hedging  activities  and  requires the  recognition  of all
derivatives  as assets or  liabilities  measured at their fair  value.  Gains or
losses  resulting  from  changes  in the  fair  value  of  derivatives  would be
recognized in earnings in the period of change unless certain  hedging  criteria
are met.  We do not  expect  the  Statement  to have a  material  impact  on our
consolidated financial statements.  SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000.

Risk Factors: Forward Looking Statements
This document contains certain forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   thereby.   Investors  are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the  ability of the


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<PAGE>

Company to market and develop its products.  Although the Company  believes that
the assumptions  underlying the forward-looking  statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the  forward-looking  statements  included in this document
will prove to be accurate. In light of the significant uncertainties inherent in
the   forward-looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  by the Company or any
other person that the objectives and plans of the Company will be achieved.


PART II

OTHER INFORMATION

     Item 6.      EXHIBITS AND REPORTS ON FORM 8-K.

           (a)    EXHIBITS

                  27    Financial    Data    Schedule,    which   is   submitted
                        electronically to the Securities and Exchange Commission
                        for information purposes only and not filed.

           (b)    REPORTS ON FORM 8-K

                  None

                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
           the registrant has duly caused this report to be signed on its behalf
           by the undersigned thereunto duly authorized.




                                   NYFIX, INC.
                                  (Registrant)



                                  By: /s/ Richard A. Castillo
                                      ---------------------------
                                      Richard A. Castillo
                                      Chief Financial Officer and Secretary
                                      (Principal Financial and Accounting
                                      Officer)


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